The protection of accountants’ workpapers from disclosure has been a matter of controversy for many years. This is especially important with tax accrual workpapers and the expansion of FIN 48. The Internal Revenue Service has exacerbated the issue with the adoption of Schedule UTP requiring some corporations to disclose information on their uncertain tax positions. Work product protection has been available for workpapers prepared in “anticipation of litigation.” Multiple problems arise when the workpapers are prepared for the corporation by independent accounting firms. Two cases in the federal courts have addressed this issue with dramatically different outcomes - Textron in 2009 and Deloitte in 2010. In 2010 the Service implemented the Schedule UTP. This paper examines the current state of work product protection for workpapers in light of FIN 48, Schedule UTP requirements, Textron and Deloitte.